2.17. Provisions and contingencies
Provision is recognized when the Company has a present obligation as a result of past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are determined based on the basis of best estimate of the outflow of economic resources required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.
A disclosure of a contingent liability is made when there is a possible obligation or present obligations that may, but probably will not, require an outflow of resources or it cannot be reliably estimated. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.
Contingent assets are neither recognised nor disclosed.
2.18. Segmental reporting
Identification of segments
Based on the primary segments identified in accordance with AS 17 on “Segmental Reporting” notified under section 133 of the Companies Act 2013 and rules thereunder, the Regulation, and the Master Circular the Company has classified and disclosed segmental information separately for Shareholders' and Policyholders' in standalone financial statements. Within Policyholders', the businesses are further segmented into Participating (Life and Pension), Non¬ Participating (Life, Pension, Annuity and Health), Non¬ Participating variable (Life and Pension) and Linked (Life, Pension, Health and Group).
There are no reportable geographical segments, since all business is written in India.
Allocation/ Apportionment methodology
The allocation and apportionment of income, expenses, assets and liabilities to specific segments is done in the following manner, which is applied on a consistent basis:
Income, expenses, assets and liabilities that are directly identifiable to the respective segments are allocated on actual basis.
Income, expenses which are not directly identifiable to a business segment though attributable, other indirect expenses, assets and liabilities which are not attributable to a business segment, are apportioned based on one or combination of some of the following parameters, as considered appropriate by the management in adherence with the policy approved by the board of directors :
• Number of policies
• Number of claims
• Annualised premium since inception
• Sum assured
• Premium income
• Medical cases
• Funds under management
• Commission
• Total operating expenses (for assets and liabilities)
• Use of asset (for depreciation expense)
The accounting policies used in segmental reporting are the same as those used in the preparation of standalone financial statements.
2.19. Foreign exchange transactions
Initial recognition: Foreign currency transactions are recorded in Indian Rupees, by applying to the foreign
currency amount the exchange rate between the Indian Rupee and the foreign currency at the date of the transaction.
Conversion: Foreign currency monetary items are translated using the exchange rate prevailing at the reporting date. Non-monetary items, which are measured in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the transaction. Non-monetary items, which are measured at fair value or other similar valuation denominated in a foreign currency, are translated using the exchange rate at the date when such value was determined.
Exchange differences: Exchange differences arising on such conversions are recognised as income or as expenses in the period in which they arise either in the Standalone Revenue Account or the Standalone Profit and Loss Account, as the case may be.
The transactions of the IFC branch (IIO unit) are in US Dollars. It being an integral foreign operation, as per Accounting Standard-11, consolidation of the financial information of IFSC branch is being done as follows:
• The assets and liabilities, both monetary and non¬ monetary, of the integral foreign operation has been translated at the closing rate.
• Income and expense items of the integral foreign operation are translated at the average exchange rate for the month in which the transactions have occurred.
• All resulting exchange differences are recognised as income or as expenses in the Revenue Account in the period in which they arise.
2.20. Earnings per share
Basic earnings per share are calculated by dividing the profit or loss after tax for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, the profit or loss after tax for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares which could have been issued on the conversion of all dilutive potential equity shares.
Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value. Dilutive potential equity shares are determined independently for each period presented.
2.21. Cash and Cash Equivalents
Cash and cash equivalents for the purpose of Receipts and Payments account include cash and cheques in hand, bank balances, liquid mutual funds and other investments with original maturity of three months or less which are subject to insignificant risk of changes in value. Receipts and Payments Account is prepared and reported using the Direct Method in accordance with Accounting Standard (AS) 3, “Cash Flow Statements” as per requirements of the Regulation and the Master Circular.
2.22. Unclaimed amount of policyholders
The unclaimed amount of policyholders is governed by the Master Circular, directives received from IRDAI vide email dated August 27, 2024 and Investment Regulations, 2016 as amended from time to time. The Company maintains a single segregated fund to manage all unclaimed amounts.
Unclaimed amount of policyholders' liability is determined on the basis of NAV of the units outstanding as at the valuation date.
Assets held for unclaimed amount of policyholders and unclaimed amount of policyholders' liability are considered as current assets and current liabilities, respectively and are disclosed in Schedule 12 “Advances and Other Assets” and Schedule 13 “Current Liabilities”.
Income on unclaimed amount of policyholders is accreted to the unclaimed fund and is accounted for on an accrual basis, net of fund management charges, and is disclosed under the head “Interest on unclaimed amounts” in Schedule 4 “Benefits paid” in Standalone Revenue Account.
The unclaimed of policyholders except litigation cases which are more than 10 years as on 30th September every year, are transferred to the Senior Citizens' Welfare Fund (SCWF) on or before 1st March of that financial year.
3.2. Pending litigations
The Company's pending litigation comprises of claims against the Company primarily by the customers and proceedings pending with Tax authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed the contingent liabilities where applicable, in its standalone financial statements. The Company does not expect the outcome of these proceedings to have a material adverse effect on its financial statements at March 31, 2026. Refer note 3.1 for details on contingent liabilities.
In respect of litigations, where the management assessment of a financial outflow is probable, the Company has made a provision of ' 15,680 lakhs at March 31, 2026 (March 31, 2025: ' 14,739 lakhs).
3.3. Actuarial method and assumptions
The actuarial liability in respect of both participating and non-participating policies is calculated using the gross premium method, using assumptions for interest, mortality, morbidity, persistency, expense and inflation and, in the case of participating policies, future bonuses together with allowance for taxation and allocation of profits to shareholders. These assumptions are determined as prudent estimates at the date of valuation including allowances for possible adverse deviations.
The liability for the unexpired portion of the risk for the non-unit liabilities of linked business and attached riders is the higher of the liability calculated using discounted cash flows and the unearned premium reserve.
An unexpired risk reserve and a reserve in respect of claims incurred but not reported is held for contracts wherein there is a possibility of lag in intimation of claims
The unit liability in respect of linked business is the value of the units standing to the credit of policyholders, using the Net Asset Value (‘NAV') prevailing at the valuation date.
A brief of the assumptions used in actuarial valuation is as below:
a) The interest rates used for valuing the liabilities (for Within India business)are in the range of 4.11% to 6.57% per annum as at March 31, 2026. The interest rates used at March 31, 2025 were in the range of 5.12% to 6.53% per annum
b) The interest rates used for valuing the liabilities for business sourced through, Company's IFSC Insurance Office (Gandhinagar) is in the range of 2.25% to 3.61% per annum for as at March 31, 2026
c) Mortality rates used are based on the published “Indian Assured Lives Mortality (2012 - 2014) Ult.” mortality table for assurances and “Indian Individual Annuitant's Mortality Table (2012-15)” table for annuities adjusted to reflect expected experience
d) Morbidity rates used are based on CIBT 93 table, adjusted for expected experience, or on risk rates provided by reinsurers.
e) For products where there is a persistency assumption, it is based on most recent experience of the Company, and varies according to the premium frequency and premium size of the product.
f) Expenses are provided for at least at the current levels in respect of renewal expenses, with no allowance for any future improvement.
g) Per policy renewal expenses are assumed to inflate at 4.63% per annum. The expense inflation assumption used at March 31, 2025 was 4.88%.
h) The bonus rates for participating business to be declared in the future is consistent with the valuation assumptions.
i) The tax rate applicable for valuation at March 31, 2026 is 14.56% per annum. The tax rate applicable for valuation at March 31, 2025 was 14.56% per annum.
Certain explicit additional provisions are made, which include the following:
a) Reserves for additional expenses that the Company may have to incur if it were to close to new business twelve months after the valuation date.
b) Reserves for guarantees available to individual and group insurance policies.
c) Reserves for cost of non-negative claw back additions.
d) If a policy which is in force as at the valuation date is subsequently cancelled in the free-look period, then there could be a strain. An expected free look cancellation rate is applied to the reserve for policies issued within a period of two months preceding the valuation date. The reserve is calculated as the strain (subject to a floor of zero) that would arise if the policies were to exercise the free look option, multiplied with a prudent estimate of the free look cancellation rate. Reserves for free look option given to policyholders are '27 lakhs as on March 31, 2026. The free look reserves as on March 31, 2025 were ' 13 lakhs.
e) Reserves for lapsed policies eligible for revivals.
f) An additional reserve is held for incurred but not reported claims.
g) An additional reserve is held as Global Resilience Reserve to manage uncertainty around future earnings yield in light of ongoing conflict in West Asia.
3.4. Funds for Future Appropriations (‘FFA’)
The balance of funds for future appropriations related to participating line of business, amounting to ' 190,820 (March 31, 2025: ' 126,831 lakhs) represents funds, the allocation of which, either to Participating Policyholders or to Shareholders, has not been determined at the Balance Sheet date. Transfers to and from the fund reflect the excess or deficit of income over expenses and appropriations in each accounting period arising
in the Company's Policyholders' fund. Any allocation to the policyholder would also give rise to a shareholder transfer in the required proportion.
Further, as per the IRDAI Master Circular on Actuarial, Finance and Investment Functions of Insurers, IRDAI/ ACTL/CIR/MISC/80/05/2024 dated May 17, 2024,
discontinuance charges amounting to ' 3,188 lakhs (March 31, 2025: ' 1,487 lakhs) arising from policies discontinued after April 1, 2024 and that have not exited from the books by March 31, 2026 have been transferred to the funds for future appropriation of linked line of business and shown in the Balance Sheet.
3.5. Claims settled and remaining unpaid
Claims settled and remaining unpaid for a period of more than six months at March 31, 2026 is ' 1,353 lakhs (March 31, 2025: ' 1,046 lakhs). These claims remain unpaid awaiting receipt of duly executed discharge documents from the claimants or litigation pending.
3.6. Reconciliation of unclaimed amounts of policyholders
The unclaimed amount of policyholders is governed by the Master Circular on Operations and Allied Matters of Insurers, 2024 - IRDAI/PPGR/CIR/MISC/97/06/2024 dated June 19, 2024 and Investment Regulations, 2016 as amended from time to time. The Company maintains a single segregated fund to manage all unclaimed amounts.
The unclaimed amount of policyholders liability has been disclosed under “Current Liabilities” in schedule 13. The amount in the unclaimed fund has been disclosed in schedule 12 as “Assets held for unclaimed amount of policyholders”. Investment income accruing to the unclaimed fund has been credited to the fund and disclosed as “Other Income” under Linked Life segment in the Revenue Account. Such investment income net of fund management charges (‘FMC') is paid/ accrued as “interest on unclaimed amounts” in schedule 4 of the standalone financial statements as “Benefits paid”.
The IRDAI, vide its email dated August 27, 2024 had directed the Company to exclude unpaid amounts arising from maturities, foreclosures, survival benefits, cancellations (excluding freelook cancellations), pension and annuity payments, and refunds of excess premiums or deposits from being classified as unclaimed amounts. Further, amounts outstanding in respect of foreclosure of linked policies shall be reinstated back to the discontinuance fund.
The amount remaining in unclaimed fund as on March 31, 2026, pertains to amounts under litigation or subject to statutory holds.
During the current financial year, the Company has reversed excess provision of income tax amounting to ' 33,913 lakhs pertaining to earlier years post conclusion of income tax assessment and same has been netted off from the current year tax provision in the Revenue Account .
3.10. Operating lease commitments
The Company takes premises, motor vehicles, office equipments and servers on operating lease. Certain lease arrangements provide for cancellation by either party and also contain a clause for renewal of the lease agreement. Lease payments on cancellable and non-cancellable operating lease arrangements are charged to the Revenue account and the Profit and Loss account over the lease term on a straight line basis. The total operating lease rentals charged for the year ended March 31, 2026 is ' 10,142 lakhs (March 31, 2025: ' 11,053 lakhs).
3.11. Assets given on operating lease
The Company has entered into an agreement in the nature of leave and license for leasing out the investment property. This is in the nature of operating lease and lease arrangement contains provisions for renewal. There are no restrictions imposed by lease arrangement and the rent is not determined based on any contingency. The total lease payments received in respect of such lease recognised in the Revenue account and the Profit and Loss account for the year ended March 31, 2026 is ' 4,878 lakhs (March 31, 2025: ' 5,260 lakhs).
Pursuant to the notification issued by the Ministry of Labour and Employment, the Code on Wages, 2019, the Code on Social Security, 2020, the Industrial Relations Code, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the “New Labour Codes”) became effective from November 21, 2025. The Company has reassessed its employee benefit obligations in accordance with the revised definition of wages. Accordingly, an incremental liability on account of past service cost, determined in accordance with AS 15 - Employee Benefits amounting to ' 557 lakhs has been recognised and charged to the Revenue and Profit and Loss Account during the year. The impact of the above has been included in the defined benefit obligation as at March 31, 2026.
(ii) Provident fund
Provident fund benefits are aimed at providing security to staff members and their dependents on retirement, disability or death. Both employee and the Company contribute an equal percentage of the basic salary, a part of which is towards Government administered pension fund and balance portion is contributed to the fund administered by trustees. The Provident fund is managed by ICICI Prudential Life Insurance Company Employees' Provident Fund Trust.
The minimum rate at which the annual interest is payable by the Trust to members is prescribed by the Government. The Company has an obligation to make good the shortfall, if any, between the Government prescribed rate and actual return earned by the Provident fund.
3.19.Employee Stock Option Scheme (ESOS) and Employee Stock Unit Scheme (ESU)
Employee Stock Option Scheme (ESOS)
The Company granted options to its employees under its Employees Stock Option Scheme, prior to listing, since approval of its Employees Stock Option Scheme - 2005. This pre-IPO scheme shall be referred to as ‘ESOS 2005' or ‘scheme'. The scheme had six tranches namely Founder, 2004-05, 2005-06, 2006-07, Founder II and 2007-08, pursuant to which shares had been allotted and listed in accordance with the in-principle approval extended by the stock exchanges. All six tranches under the pre-IPO scheme stand lapsed as on March 31, 2026. The scheme had been instituted vide approval of its Members at the Extra-Ordinary General Meeting (EGM) dated March 28, 2005 and had been subsequently amended by the Members of the Company vide its EGM dated February 24, 2015.
The scheme was ratified and amended by the members of the Company at its Annual General Meeting held on July 17, 2017 which is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (referred to as the ‘revised scheme').
The meeting of Board Nomination and Remuneration Committee (BNRC) and the Board held on April 24, 2019 had approved the amendment to the definition of “exercise period”. The revision to the definition was approved by the members of the Company at its Annual General Meeting held on July 17, 2019.
The meeting of BNRC and the Board held on April 17, 2021 and April 19, 2021 respectively had approved the increase in the limit of the number of shares issued or issuable since March 31, 2016 pursuant to the exercise of any options granted to the eligible employees issued pursuant to the revised scheme or any other stock option scheme of the Company, by 0.90% of the number of shares issued as on March 31, 2016, i.e. from a limit of 2.64% of the number of shares issued as on March 31, 2016 to 3.54%. The revision to the limit was approved by the members of the Company at its Annual General Meeting held on June 25, 2021.
Further, the meetings of BNRC and the Board held on May 16, 2025 had approved the increase in the limit of the number of shares issued or issuable since March 31, 2016 pursuant to the exercise of any options granted to the eligible employees issued pursuant to the revised scheme or any other stock option scheme of the Company, by 1.76% of the number of shares issued as on March 31, 2016, i.e. from a limit of 3.54% of the number of shares issued as on
March 31, 2016 to 5.30%. The revision to the limit was approved by the members of the Company at its Annual General Meeting held on June 27, 2025.
As per the revised scheme, the aggregate number of shares issued or issuable since March 31, 2016 pursuant to the exercise of any options granted to the eligible employees issued pursuant to the scheme or any other stock option scheme of the Company, shall not exceed 5.30% of the number of shares issued at March 31, 2016. Further, pursuant to the revised scheme the maximum number of options that can be granted to any eligible employee in a financial year shall not exceed 0.1% of the issued shares of the Company at the time of grant of options. The revised scheme provides for a minimum period of one year between the grant of options and vesting of options. The exercise price shall be determined by the BNRC in concurrence with the Board of Directors of the Company on the date the options are granted and shall be reflected in the award confirmation. Shares are allotted/issued to all those who have exercised their options, as granted by the Board of the Company and/or the BNRC in accordance with the criteria ascertained pursuant to the Company's compensation policy.
The Company granted options in twenty more tranches under ESOS 2005 (Revised), namely 2017-18, 2018-19, 2018¬ 19 special options, 2018-19 joining options, 2019-20, 2019-20 joining options, 2020-21, two tranches of 2020-21 joining options, 2021-22 three tranches of 2021-22 joining options, 2022-23, 2022-23 joining options, 2023-24, 2023¬ 24 joining options, 2024-25, 2025-26 and 2025-26 joining options.
The weighted average price of options exercised during the year ended March 31, 2026 is ' 408.77 (March 31,
2025: ' 405.14).
Out of the total outstanding options at April 1, 2025, 4,113,092 options vested during the year ended March 31, 2026 and ' 14,924 Lakhs was realised by exercise of options during the year ended March 31, 2025. Amount realized by exercise of options does not include options exercised by employees during the financial year where payments are received after March 31, 2026.
The Company follows intrinsic value method. During the year ended March 31, 2026, the Company has recognised a compensation cost of ' Nil ( March 31, 2025: ' Nil) as the intrinsic value of the unit.
Employee Stock Option Unit (ESU)
The Board Nomination and Remuneration Committee (BNRC) at its meeting held on June 10, 2023, approved the ‘ICICI Prudential Employees Stock Unit Scheme - 2023' (Unit Scheme), designed in accordance with SEBI Regulations and other applicable regulations. Subsequent to the approval of the Unit Scheme by the Board at its meeting held on June 10, 2023 it was approved by the shareholders of the Company at its meeting held on July 28, 2023.
The Maximum number of Shares that can be issued under this Unit Scheme shall be 1,45,00,000 (one crore forty five lakhs). Each Unit on Exercise will entitle the participant to 1 (One) share. The Grants under the Unit Scheme shall be made in one or more tranches as may be determined by the Committee over a period of 6 (six) years from the date of approval of the Unit Scheme by the shareholders. The maximum number of Units granted to any Eligible Employee shall not exceed 60,000 (sixty thousand) Units in any financial year.
The Vesting shall commence on the expiry of minimum period of one (1) year from the date of Grant of the Units and the Vesting Period would be spread over a minimum period of three (3) years from the date of Grant of the Units. The Committee has the authority to prescribe the Exercise Period not exceeding 5 years from date of vesting within which the Participant can Exercise the vested Units and that would lapse on failure to Exercise the same within the Exercise Period. The Exercise Price shall be the face value of the Shares of the Company.
Had the Company followed fair value method based on Black Scholes model valuing its options and units compensation cost for the year ended would have been higher by ' 5,383 lakhs (March 31, 2025: ' 4,467 lakhs) in case of ESOS and ' 280 lakhs (March 31, 2025: ' 7 lakhs) in case of ESU and the proforma profit after tax would have been ' 154,373 lakhs (March 31, 2025: ' 114,433 lakhs). On a proforma basis, the company's basic and diluted earnings per share would have been ' 10.67 for the year ended March 31, 2026 (March 31, 2025: ' 7.93) and ' 10.61 for the year ended March 31, 2026 (March 31, 2025: ' 7.87) respectively.
3.20. Foreign exchange gain/loss
Transactions in foreign currencies are recorded at exchange rate prevailing on the date of transaction. The exchange difference between the rate prevailing on the date of transaction and on the date of settlement is recognised as income or expense, as the case may be. The net foreign exchange fluctuation gain credited to the Revenue account and the Profit and Loss account for the year ended March 31, 2026 is ' 1 lakh (March 31, 2025: ' 65 lakhs).
3.21. Earnings per share
In accordance with Accounting Standard 20 on 'Earnings Per Share', basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of equity shares outstanding during the year are adjusted for effects of all dilutive equity shares.
3.22. Managerial Remuneration The appointment of managerial personnel is in accordance with the requirements of Section 34A of the Insurance Act, 1938. IRDAI has issued guidelines on June 30, 2023 on remuneration of Non-Executive Directors and Managing Director (‘MD') /Chief Executive Officer (‘CEO') /Whole Time Directors (‘WTD') and Master Circular on Corporate Governance for Insurers, 2024 issued vide reference no. IRDAI/F&I/CIR/MISC/82/5/2024 dated May 22, 2024, which have prescribed certain qualitative and quantitative disclosures. The disclosures for year ended March 31, 2026, are given below:
Remuneration to MD/CEO/WTD:
Qualitative disclosures:
A) Information relating to the composition and mandate of the Nomination and Remuneration Committee
Name, composition and mandate of the main body overseeing remuneration:
The Board Nomination and Remuneration Committee (BNRC/Committee) is the body which oversees aspects
pertaining to remuneration. The functions of the Committee include identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommending to the Board their appointment & removal and formulating a criteria and specifying the manner for effective evaluation of every individual director's performance, evaluation of the performance of the Board and its Committees, and reviewing its implementation and compliance; considering to extend or continue the term of appointment of the Independent Directors, on the basis of the report of performance evaluation of Independent Directors; determining and recommending to the Board a policy relating to the remuneration for the Directors, the CEO, key management persons and other employees in alignment with applicable guidelines and framework; recommending to the Board all remuneration, in whatever form, payable to senior management; ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; ensuring that the relationship of remuneration to performance is
clear and meets appropriate performance benchmarks; approving the compensation program and ensuring that remuneration to Directors, key management persons and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals; formulating the criteria for determining qualifications, positive attributes and independence of a Director; devising a policy on diversity of the Board; considering and approving employee stock option schemes and administering & supervising the same; ensuring that the proposed appointments/re- appointments of key management persons or Directors are in conformity with the Board approved policy on retirement/superannuation; scrutinising the declarations of intending applicants before the appointment/re- appointment/election of Directors by the shareholders at the annual general meeting; and scrutinising the applications and details submitted by the aspirants for appointment as the key management person and to make independent/ discreet references, where necessary, well in time to verify the accuracy of the information furnished by the applicant.
External consultants whose advice has been sought, the body by which they were commissioned and in what areas of the remuneration process:
The Company employed the services of reputed consulting firms for market benchmarking in the area of compensation.
Scope of the Company's remuneration policy (e.g. by regions, business lines), including the extent to which it is applicable to foreign subsidiaries and branches:
The Company's Policy on Compensation & Benefits (“Compensation Policy”) for Managing Director & CEO, other Wholetime Directors, non-executive Directors, Key Management Person (KMP), Senior Management Personnel (SMP) and other employees was last amended and approved by the BNRC and the Board at their Meetings held on April 15, 2025.
Type of employees covered and number of such employees:
All employees of the Company are governed by the Compensation Policy. The total number of employees governed by the Compensation Policy of the Company at March 31, 2026 was 19,303.
B) Information relating to the design and structure of remuneration process.
Key features and objectives of remuneration policy:
The Company has historically followed prudent compensation practices under the guidance of the Board and the BNRC. The Company's approach to compensation is based on the ethos of meritocracy and fairness within the framework of prudent risk management. This approach
has been incorporated in the Compensation Policy, the key elements of which are given below:
Effective governance of compensation:
The Company follows prudent compensation practices under the guidance of the BNRC and the Board. The BNRC has the oversight for framing, review and implementation of the Company's Compensation Policy on behalf of the Board, and shall work in close coordination with the Board Risk Management Committee for an integrated approach to the formulation of the Compensation Policy where required .The decision relating to the remuneration of the Managing Director and CEO (MD & CEO) , other wholetime Directors and KMPs/SMPs is reviewed and approved by the BNRC and the Board. The BNRC and the Board approves the Key Performance Indicators (KPIs) and the performance threshold for payment of performance bonus and grant of long-term pay, if applicable. The BNRC assesses business performance against the KPIs and on various risk parameters as prescribed by IRDAI. Based on its assessment, it makes recommendations to the Board regarding compensation for MD & CEO and other wholetime Directors, performance bonus and long-term pay for all eligible employees, including senior management and key management persons.
Alignment of compensation philosophy with prudent risk taking:
The Company seeks to achieve a prudent mix of fixed and performance-linked variable pay, with a higher proportion of variable pay at senior levels. For the MD & CEO and other wholetime Directors and KMPs/SMPs, compensation is sought to be aligned to the pre-defined performance objectives of the Company. In addition, the Company has an Employees Stock Option Scheme and an Employee Stock Unit Scheme aimed at enabling employees to participate in the long-term growth and financial success of the Company through stock option grants/stock unit grants that vest over a period of time.
Whether the Remuneration Committee reviewed the firm's remuneration policy during the past year, and if so, an overview of any changes that were made:
The BNRC reviewed the Company's Compensation Policy at its meeting held on April 15, 2025.
• The Compensation Policy had a clause on maximum cap on performance-linked variable pay and long¬ term pay together of 300% of fixed pay for all employees, which was amended to be applicable to full-time employees.
The revised compensation policy was approved by the BNRC and the Board at their meetings held on April 15, 2025.
Description of the ways in which current and future risks are taken into account in the remuneration
processes.
• The Company follows prudent compensation practices under the guidance of the Board and the Board Nominations & Remuneration Committee (BNRC). The Company's approach to compensation is based on the ethos of meritocracy and fairness within the framework of prudent risk management. The performance rating assigned to employees is based on an assessment of performance delivered against a set of defined performance objectives. These objectives are balanced in nature and comprise a holistic mix of financial, customer, people, process, quality, compliance objectives and/or any other parameters as may be deemed fit.
• For the MD & CEO, other wholetime Directors and KMPs/SMPs, compensation is sought to be aligned to pre-defined performance objectives of the Company which are approved by the BNRC and the Board.
• For the MD & CEO, other wholetime Directors and KMPs/SMPs, the quantum of variable pay does not exceed 300% as stipulated in the Compensation Policy) of total fixed pay in a year; a minimum of 50% of the variable pay (as stipulated in the Compensation Policy) will be under deferment. If the bonus amount is under ' 25 lakhs, the deferment shall not be applicable. The deferral period would be spread over a minimum period of three years (deferment period). The frequency of vesting will be on annual basis and the first vesting shall not be before one year from the commencement of deferral period. The vesting shall be no faster than a pro rata basis. Additionally, vesting will not be more frequent than on a yearly basis.
• Ensuring balance in setting performance objectives, capping the payout of performance bonus and following an annual payout cycle for variable pay ensures that prudent behaviour is suitably encouraged and rewarded.
• The deferred part of the variable pay (performance bonus and long-term pay in the form of stock options/ stock units) for wholetime Directors and KMPs/SMPs is subject to malus, under which, the Company will prevent vesting of all or part of the variable pay in the event of act of willful or gross misconduct or neglect, the commission of felony, fraud, misappropriation, embezzlement, breach of trust or an offence involving
moral turpitude or breach of integrity, gross or willful insubordination, or materially inaccurate financial statements due to the result of misconduct including fraud, or poor compliance in respect of corporate governance and regulatory matters, or any other act detrimental to the interest of the Company. The details of malus and clawback arrangements are defined in the Company's Compensation Policy. In addition, under the events mentioned above and defined in the Compensation Policy, as per clawback arrangements with wholetime Directors and KMPs/ SMPs, the employee agrees to return, in case asked for, the previously paid variable pay to the Company.
• Due process including inquiries or investigations as required and/or adherence to principles of natural justice are ensured prior to conclusion on the above events of breaches and which would form the basis of decisions. Errors of judgment shall not be construed to be breaches.
Description of the ways in which the Company seeks to link performance during a performance measurement period with levels of remuneration.
The Company's approach to compensation is based on the ethos of meritocracy and fairness within the framework of prudent risk management. The extent of variable pay for individual employees is linked to individual performance for sales frontline employees and to individual & organisation performance for non-sales frontline employees & employees in the management cadre. For the latter, the performance rating assigned is based on assessment of performance delivered against a set of defined performance objectives. These objectives are balanced in nature, and comprise a holistic mix of financial, customer, people, process, quality and compliance objectives and/or any other parameters as may be deemed fit. For the MD & CEO, other wholetime Directors and KMPs/SMPs to ensure effective alignment of compensation with prudent risk parameters, the Company takes into account certain minimum parameters (as defined in the Compensation Policy and in line with the IRDAI Master Circular) to determine the performance assessment along with any other pre¬ defined performance objectives of the Company as may be determined by the BNRC and the Board.
3.25. Investments
The investments are made from the respective funds of the Policyholder's or Shareholder's and investment income thereon has been accounted accordingly. All investments are performing investments.
3.26. Interest rate derivatives
In line with the requirement of IRDAI Master Circular on Actuarial, Finance and Investment Functions of Insurers, the Company has put in place a derivative policy approved by the Board. The policy covers various aspects substantiating the hedge strategy to mitigate the interest rate risk, thereby managing the volatility of returns from future fixed income investments due to variations in market interest rates.
A) The Company has during the period, as part of its hedging strategy, entered into Forward Contracts in Government Securities (Bond Forwards) to hedge the interest rate sensitivity for highly probable forecasted transactions as permitted by the IRDAI Master circular on Actuarial, Finance And Investment Functions, 2024, and the IRDAI Circular on Exposure to Forward Contracts in Government Securities (Bond Forwards) . The Forward Rate Agreement and Bond Forward derivative contracts are Over The Counter (OTC) transactions, agreeing to buy the notional value of a debt security at a specified future date, at a price determined at the time of the contract with an objective to lock in the price of an interest bearing security at a future date.
B) The portion of the fair value gain/loss on the interest rate derivatives that is determined to be an effective hedge is recognised directly in ‘Credit/(Debit) Fair Value Change Account' in the Balance Sheet under policyholders' funds and the portion that gets determined as ineffective hedge or ineffective portion of effective hedge, based on the hedge effectiveness assessment is recognised in the Revenue Account under the head “Transfer/Gain on revaluation/Change in fair value”.
Mark-to-market (MTM) gains/(losses) in respect of Interest Rate Derivatives (Forward Rate Agreements and Bond Forwards) outstanding:
D) A net amount of ' 37,592 lakhs for the year ended March 31, 2026 (March 31, 2025: ' 2,150 lakhs) was recognised in Revenue Account being the portion of loss determined to be ineffective portion of the effective hedge. The amount that was removed from the cash flow hedge reserve account during the year ended March 31, 2026 in respect of forecast transaction for which hedge accounting had previously been used but is no longer expected to occur is ' Nil (March 31, 2025: ' Nil). The hedged forecast transactions are expected to occur over the outstanding tenor of underlying policy liabilities and corresponding hedging gain/loss will accordingly flow to the Revenue Account.
E) Disclosures on risk exposure in Interest rate derivatives:
i. Interest rate derivative hedging instruments: Derivatives are financial instruments whose characteristics are derived from the underlying assets, or from interest and exchange rates or indices. Interest rate derivatives include forward rate agreements, Bond Forwards, interest rate swaps and interest rate futures. The Company during the financial year has entered into Bond forwards derivative instrument to hedge exposure due to interest rate sensitivity for highly probable forecasted transactions. These hedges were entered only for hedging purpose to hedge the interest rate risk. This hedge is carried in accordance with its established policies, strategy, objective and applicable regulations.
ii. Derivative policy, process and hedge effectiveness assessment: The Company has a well-defined Board approved derivative policy and standard operating procedures setting out the strategic objectives, regulatory and operational framework and risks associated with interest rate derivatives. The policy includes the risk measurement and monitoring, processes to be followed and controls thereon. The accounting treatment has been documented and ensures a process of periodic effectiveness assessment and accounting in accordance with applicable accounting standard issued by the Institute of Chartered Accountants of India (ICAI).
The Company has clearly defined roles and responsibilities to ensure independence and accountability through the investment decision, trade execution, to settlement, accounting and periodic reporting and audit of the Interest rate derivative exposures. The overall policy, risk management framework for the Interest rate derivatives are monitored by the Board Risk Management Committee.
iii. Scope and nature of risk identification, risk measurement, and risk monitoring: The derivative policy as approved by the Board identify risk associated with interest rate derivatives transactions and sets appropriate market risk limits such as stress testing and value-at-risk limits. Financial risks of the derivative portfolio are measured and monitored on periodic basis.
F) Risk exposure in Interest Rate Derivatives
A hedge is deemed effective, if it has a high statistical correlation between the change in value of the hedged item and the hedging instrument. Gains or losses arising from hedge ineffectiveness, if any, are recognized in the Revenue Account. The tenor of the hedging instrument may be less than or equal to the tenor of underlying hedged transaction.
The exposure limit has been calculated on the basis of Credit Equivalent Amount using the Current Exposure Method (CEM) as detailed below:
The Credit Equivalent Amount of a market related off-balance sheet transaction calculated using the CEM is the sum of
a) The current credit exposure (gross positive mark to market value of the contract)
b) Potential future credit exposure which is a product of the notional principal amount across the outstanding contract and a factor that is based on the mandated credit conversion factors as prescribed under the IRDAI circular on Interest Rate Derivatives, which is applied on the residual maturity of the contract.
3.27. Valuation of Investment property
During the year ended March 31, 2026, there was a change in use of an owner-occupied building, resulting in its reclassification from Fixed Assets Schedule, Buildings, to Investment Property under shareholders' funds. On the date of change in use, the property was measured at its carrying (written down) value of ' 10,806 lakhs, which has been considered as the deemed cost of the investment property. Subsequently, the investment property is measured at fair value and disclosed at market price in the Investment Schedule. The resultant fair value gains of ' 8,907 lakhs have been recognised in Revaluation Reserve under Reserves and Surplus in the Balance Sheet.
In accordance with the IRDAI (Actuarial, Finance and Investment Functions of Insurers) Regulations, 2024, Schedule II Part I clause 7(1), the Company's investment property has been revalued. The Company has revalued all its investment properties held for more than one year and market value for such properties is based on valuation performed by an independent valuer at March 31, 2026. The opinion on market value by the independent valuer, is prepared in accordance with the “The RICS Valuation Standards” published by the Royal Institution of Chartered Surveyors ("RICS"), subject to variation to meet local established law, custom, practice and market conditions. The methods used in valuation of property includes “Direct comparable approach”. The real estate investment property is accordingly valued at ' 71,004 lakhs at March 31, 2026 (March 31, 2025: ' 50,365 lakhs). The historical cost of the property at March 31, 2026 is ' 52,720 lakhs (March 31, 2025: ' 41,914 lakhs).
3.28. Impairment of investment assets
In accordance with the IRDAI (Actuarial, Finance and Investment Functions of Insurers) Regulations, 2024, Schedule II Part I on “Accounting Principle for Preparation of Financial Statements” on procedure to determine the value of investment, the impairment in value of investments other than temporary diminution has been assessed as at March 31, 2026 and accordingly impairment provisions/(reversal) have been provided as below.
Listed Equity Shares and Unlisted Equity Shares
In case of Listed Equity Shares, a provision/(reversal) for impairment loss has been recognized in Standalone Revenue Account and Profit and Loss Account under the head “Provision for diminution in the value of investments”. Policyholders' and Shareholders' Fair Value Change Account under Policyholders' and Shareholders' Funds respectively in the Balance Sheet have been adjusted for such provision/(reversal) of impairment loss. The details of impairment for the year are given below:
3.41. Extra allocation
As per the product filing for Group Unit Linked Superannuation and Group Unit Linked Employee Benefit Plan, extra allocation of units made and total extra allocation recovered is disclosed as below.
Total extra allocation made with respect to group products (Group Unit Linked Superannuation and Group Unit Linked Employee Benefit Plan) for the year ended March 31, 2026 is ' 393,647 (for year ended March 31, 2025 is ' Nil).
The amount of recovery towards extra allocation for the year ended March 31, 2026 is ' Nil lakhs (March 31, 2025: ' 5 lakhs).
3.42. Dividend
Final dividend proposed for year ended March 31, 2026 is ' 1.65 per equity share (March 31, 2025: ' 0.85 per equity share) of ' 10 each in its board meeting held on April 14, 2026, subject to shareholder approval in annual general meeting.
Unclaimed dividend of ' 14 lakhs at March 31, 2026 (March 31, 2025: ' 32 lakhs) represents dividend paid but not claimed by shareholders, and are represented by a bank balance of an equivalent amount
3.46. Long term contracts
The Company has a process whereby periodically all long term contracts are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law / accounting standards for material foreseeable losses on such long term contracts including derivative contracts has been made in the standalone financial statements.
For insurance contracts, actuarial valuation of liabilities for policies is done by the Appointed Actuary of the Company. The methods and assumptions used in valuation of liabilities are in accordance with the regulations issued by the Insurance Regulatory and Development Authority of India ('IRDAI') and actuarial practice standards and guidance notes issued by the Institute of Actuaries of India.
3.47. Corporate Social Responsibility
The Company's CSR obligation has been determined as per Section 135(5) of the Companies Act, 2013, which mandates a minimum contribution of 2% of the average net profits of the company for the three immediately preceeding financial years. Accordingly, the CSR obligation for FY2026 is calculated based on the net profits reported for FY2023, FY2024 and FY2025.
Further, as per the Companies (Corporate Social Responsibility Policy) Rules, 2014, such net profit for the calculation of CSR obligation shall not include any dividend received from other companies in India which are covered under and complying with the provisions of Section 135 of the Act.
Accordingly, net profit of the Company to be considered for CSR calculation for FY2026 is ' 23,718 lakhs after adjusting for dividend income received from companies adhering to Section 135 of the Companies Act and the CSR obligation is ' 159 lakhs. However, the Company has voluntarily chosen to contribute ' 264 lakhs towards CSR initiatives for FY2026 as approved and ratified by the Board. The Company also has CSR excess spent carried forward from previous year.
There are no ongoing projects for FY2026
3.48. Loans and advances to subsidiaries, associates and related entities
Pursuant to Securities and Exchange Board of India (Listing obligations and disclosure requirements) Regulations, 2015, disclosures pertaining to loans and advances given to subsidiaries, associates and related entities are given below:
There are no loans and advances given to subsidiaries, associates and firms/companies in which directors are interested except for advances which are in the normal course of business but not in the nature of loans (March 31, 2025: Nil)
There are no investments by the loanee in the shares of the Company.
3.49. Contribution/transfer to Policyholders’ account
Amounts contributed to policyholders' account towards excess of expense of management and towards remuneration of MD/CEO/WTD/Other KMPs in excess of prescribed limits are disclosed separately in the Profit and Loss account & the Revenue Account. Further, amounts have been transferred from shareholder's account for funding deficit in the Revenue Account.
In accordance with the Insurance Regulatory and Development Authority of India (Expenses of Management, including Commission, of Insurers) Regulations, 2024 expense of management in excess of allowable limit in Participating and Non Participating (including linked) business segment is required to be borne by the Shareholders' and separately disclosed in the Profit and Loss account & the Revenue Account. The Company is in compliance with the expense of management regulation for Participating and Non Participating (including linked) business segment and also at an overall level during the year ended March 31, 2025.
The contribution of ' 98,137 lakhs (March 31, 2025: ' 31,370 lakhs) made by the shareholders' to the policyholders' account towards deficit funding in various line of business.
No irreversible contribution has been made from the Shareholders' account to the Policyholders' account during the financial year ended March 31, 2026 (March 31, 2025: Nil).
3.50. Ind AS Implementation
Pursuant to IRDAI letter 100/2/Ind AS- Mission Mode/2022-23/1 dated July 14, 2022, and letter 100/2/Ind AS- Mission Mode/2024 Vol-2 dated January 10, 2025, a disclosure on the strategy for Ind AS implementation and progress in this regard is given below:
The Company has formed a steering committee comprising members from Actuarial, Finance and Technology functions to oversee the implementation of Ind AS and the Board of Directors and the Board Audit Committee has been updated on the progress of Ind AS implementation quarterly. During the year, the Company submitted proforma Ind AS financial statements for FY2024 and FY2025 to IRDAI.
Further, IRDAI has notified the IRDAI (Actuarial, Finance and Investment Functions of Insurers) (Amendment) Regulations, 2026 on March 30, 2026, which is effective from April 1, 2026. The Company is currently evaluating its accounting policy choices and system readiness in line with the captioned regulations. The Company intends to seek forbearance from IRDAI for the implementation of Ind AS from April 1, 2027.
3.51. Loans, Advances & Investment by or on behalf of Ultimate Beneficiaries
a) The Company has not advanced or loaned or invested (either from borrowed funds or share premium or any other sources or other kind of funds) to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
b) The Company has not received any funds (which are material either individually or in the aggregate) from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
3.52. Sale of Subsidiary
On January 12, 2026, the Company sold 100% of its stake in ICICI Pension Funds Management Company Limited (‘ICICI PFM') erstwhile ICICI Prudential Pension Funds Management Company Limited to ICICI Bank Ltd for a total consideration of ' 20,350 lakhs. As a result of this transaction, ICICI PFM ceased to be a subsidiary of the Company from that date. Accordingly, ICICI PFM was a subsidiary till January 12, 2026.
3.53. Details of Key financial information for the place of business outside India:
The company has been registered to undertake Life Insurance Business under Section 13 of the International Financial Services Centers Authority Act, 2019 as an IFSC Insurance Office (IIO) at IFSC GIFT City - Gandhinagar.
Key Financial Information required to be disclosed as per Master Circular on Operations and Allied Matters (IRDAI/ PPGR/CRI/MISC/97/06/2024) is as under:
3.54. Expenses allocation/apportionment methodology
During the year there were no revisions to the expenses allocation / apportionment methodology as per the Board approved Expenses of Management policy.
*ICICI Pension Funds Management Company Limited (erstwhile ICICI Prudential Pension Funds Management Company Limited) ceased to be a subsidiary of ICICI Prudential Life Insurance Company Limited on January 12, 2026. Accordingly, the financial statements of the subsidiary have been consolidated up to the date on which control ceased.
For and on behalf of the Board of Directors
Sandeep Batra R. K. Nair Samit Upadhyay
Chairperson Director Director
DIN:03620913 DIN:07225354 DIN:11288692
Anup Bagchi Dhiren Salian Souvik Jash
Managing Director & CEO Chief Financial Officer Appointed Actuary
DIN: 00105962
Priya Nair Company Secretary
Place: Mumbai Date: April 14, 2026
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